Exhibit 4.1

              Instrument Defining Rights of Preferred Shareholders

     The following are excerpts from a Private Placement Memorandum (PPM) for
Vequity Corporation, dated November 10, 1999.


                          PRIVATE PLACEMENT MEMORANDUM

                               VEQUITY CORPORATION

                                November 10, 1999

                                   $1,000,000

               Series B Redeemable and Convertible Preferred Stock
                            .001 Par Value Per Share

                  REGULATION D . RULE 504 . OFFERING MEMORANDUM

                              ********************
                         Minimum Offering: 25,000 Shares
                       Maximum Offering: 1,000,000 Shares
               Purchase Price: $1.00 Per Share of Preferred Stock
                              ********************

Vequity Corporation (the "Company" or "Vequity") is offering to sell a minimum
of Twenty Five Thousand (25,000) Shares of Series B Redeemable and Convertible
Preferred Stock ("Preferred Stock") and a maximum of One Million (1,000,000)
Shares of Preferred Stock. See "DESCRIPTION OF SECURITIES".

                      Price to Investors  Sales Commissions  Company Proceeds
                      ------------------  -----------------  ----------------
Price Per Share               $1.00             $0.10            $    .90
Minimum Offering            $25,000            $2,500            $ 22,500
Maximum Offering         $1,000,000          $100,000            $900,000


(1) The Shares are being offered by the Company on a "best efforts, minimum
Twenty Five Thousand (25,000) Shares, maximum One Million (1,000,000) Shares
basis." The Company is offering the Shares through its officers, directors and
employees, who will not receive commissions. The Company may also offer the
Shares through selected dealers who are members of the National Association of
Securities Dealers ("NASD"), and compensate such dealers in the amount of $0.10
per Share. Such securities dealers may be deemed to be "Underwriters" as such
term is defined in the Act. The Shares are offered when and if issued by the
Company, subject to prior sale, withdrawal or cancellation of the offer without
notice. The Shares are also being offered for sale by Vequity Corporation as a
self underwritten issue pursuant to Regulation D . Rule 504 of the Securities
Act of 1933, as amended.

(2) Pending the sale of the minimum of 25,000 Shares, all of the proceeds of the
Offering will be held by the Company acting as its own Escrow Agent in a special
segregated interest-bearing escrow account at Firstbank of Colorado, N.A. Such
funds will be returned to Subscribers with interest, but without deduction in
the event the minimum number of Shares is not sold prior to the termination of
the Offering Period. The Offering Period shall commence on the date of this
Memorandum and shall continue for a period of three hundred sixty five (365)
calendar days. The Offering Period can be shortened at the option of the
Company.

(3) The "Company Proceeds" shown above is before deduction of offering expenses
payable by the Company, including filing, printing, legal, accounting and
miscellaneous expenses of approximately $7,500, resulting in net proceeds to the
Company of approximately $15,000 if the minimum number of Shares are sold, and
approximately $892,500 in the event the maximum number of Shares are sold.

(4) The offering price has been arbitrarily determined and is not based upon any
historical or projected earnings of the Company.

 On Page 12 of the PPM, the rights of the Preferred Shareholders are defined as
                                    follows:

<PAGE>


Vequity's Options for Redemption and Conversion of Preferred Shares: The Company
intends to redeem and convert the Preferred Shares offered herein with one of
the following two options:

OPTION #1: This Redemption and Conversion Option consists of both cash and
Shares of Common Stock as payment. The "cash portion" payment of this Option is
$1.00 per share, if redeemed on or before the Redemption Date If the cash
portion payment is not made on or before the Redemption Date, a cash penalty of
$.05 per share will be assessed for every month, or partial month, that Vequity
does not redeem the Shares under this Option. However, the maximum cash penalty
will be $1.00.The "stock portion" payment of this Option provides that the
Company pay the Investor two to five Shares of Common Stock in exchange for each
share of Preferred Stock that the Investor originally purchased. The number of
Common Shares that will be paid is dependent upon the initial investment amount
and is shown on the following Redemption and Conversion Schedule:

     (a)  Up to $24,999 = 2 Common Shares for every Preferred Share purchased;
     (b)  $25,000 to $49,999 = 4 Common Shares for every Preferred Share
          purchased;
     (c)  $50,000 or more = 5 Common Shares for every Preferred Share purchased.

                                      .OR.

OPTION #2: This Redemption and Conversion option gives Vequity the right (within
two years of the sale of the Shares offered herein) to redeem & convert the
Preferred Shares for no cash and 7 Common Shares for each Preferred Share.

The above stated options will be exercised at the sole discretion of the Company
and there is no assurance that the Company will actually be able to exercise
either option in the future.

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